The Subscription Receipts were issued pursuant to a subscription receipt agreement (the “Subscription Receipt Agreement”) among the Company, Canaccord Genuity Corp. and TSX Trust Company, as subscription receipt agent. Pursuant to the Subscription Receipt Agreement, the gross proceeds from the Offering (less 50% of the Agents’ cash commission and all of the Agents’ estimated expenses) (the “Escrowed Funds”) have been placed in escrow pending satisfaction of certain escrow release conditions (the “Escrow Release Conditions”), which include (i) signing of the definitive agreement (the “Definitive Agreement”) regarding the acquisition of Chalice LLC (the “Acquisition”); (ii) all conditions precedent to the completion of the Acquisition shall have been satisfied; (iii) the Common Shares issuable pursuant to the Offering being listed on the Canadian Securities Exchange; (iv) the receipt of all necessary regulatory, shareholder and third-party approvals, if any, in connection with the Acquisition; and (iv) the Company shall not be in breach or default of any of its covenants or obligations under the Subscription Receipt Agreement or the agency agreement entered into with the Agents in connection with the Offering (the “Agency Agreement”). Upon satisfaction of the Escrow Relea